Bond European Investment Bank (EIB) 1% ( XS2332976237 ) in PLN

European Investment Bank (EIB)

100 % ▲

Luxembourg

XS2332976237 ( in PLN )

1% per year ( payment 1 time a year)

15/02/2027

Prospectus brochure of the bond European Investment Bank (EIB) XS2332976237 en PLN 1%, maturity 15/02/2027

1 000 PLN

1 250 000 000 PLN

15/02/2026 ( In 338 days )

The European Investment Bank (EIB) is the European Union's long-term lending institution, financing projects that contribute to EU policy objectives.

The European Investment Bank (EIB) issued a PLN 1,250,000,000 bond (ISIN: XS2332976237) maturing on February 15, 2027, with a 1% coupon rate, a minimum denomination of PLN 1,000, currently trading at 100% of par value, issued in Luxembourg and paying annually.

Offering Circular

European Investment Bank
Debt Issuance Programme
This offering circular describes the debt issuance programme under which European Investment Bank ("EIB") may from time
to time issue bonds in the international bond market. There is no limit on the total aggregate principal amount of bonds which
may be issued or outstanding at any time under the programme. The bonds will be issued on the terms and conditions set out in
this document as modified and/or supplemented by the final terms published at the time of issue.
Application has been made to the Luxembourg Stock Exchange for bonds issued under the programme to be admitted to the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market. The Luxembourg Stock Exchange's regulated market is a regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments. Unlisted bonds and
bonds listed on the regulated markets of other stock exchanges may also be issued.
Bonds issued under the programme will (unless otherwise specified in the relevant final terms) be issued in global form and (i)
in the case of bearer bonds issued in classic global note ("CGN") form, deposited with a common depositary ("Common
Depositary") for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream,
Luxembourg") or (ii) in the case of bearer bonds issued in new global note ("NGN") form, delivered to a common safekeeper
(the "Common Safekeeper") for Euroclear and Clearstream, Luxembourg. Bonds issued in registered form will be represented
on issue by a global certificate. If a global certificate is held under the new safekeeping structure required for registered bonds
to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations (the "NSS"), the global
certificate will be delivered on or prior to the original issue date of the relevant tranche to a Common Safekeeper for Euroclear
and Clearstream, Luxembourg. For more details see "Summary of provisions relating to the bonds while in global form".
In many countries it is unlawful to offer bonds for sale without complying with certain laws and regulations. The bonds issued
under the programme have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and may include bonds in bearer form that would be subject to U.S. tax law requirements if acquired by U.S.
residents. Bonds issued under the programme may not therefore be offered, sold or delivered within the United States unless
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable U.S. tax law requirements are satisfied.
No bonds issued under the programme may be offered or sold except in compliance with relevant laws and regulations. Readers
of this document should inform themselves about such laws and regulations. For more details see "Subscription and sale".

Arrangers

Deutsche Bank
Goldman Sachs International
The date of this offering circular is 8 December 2014

CONTENTS
NOTICE TO READERS .................................................................................................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE ...................................................................................... 4
SUMMARY DESCRIPTION OF THE PROGRAMME ................................................................................... 5
RISK FACTORS ................................................................................................................................................ 8
TERMS AND CONDITIONS OF THE BONDS ............................................................................................... 9
SUMMARY OF PROVISIONS RELATING TO THE BONDS WHILE IN GLOBAL FORM ......................27
COLLECTIVE BONDS ....................................................................................................................................32
SUBSCRIPTION AND SALE ..........................................................................................................................33
BOOK-ENTRY SYSTEM .................................................................................................................................35
RULE 144A ISSUES ........................................................................................................................................37
SUBSCRIPTION AND SALE IN RELATION TO RULE 144A ISSUES .......................................................40
FORM OF FINAL TERMS ...............................................................................................................................43
GENERAL INFORMATION ............................................................................................................................56

2

NOTICE TO READERS
This document, together with each final terms, contains all the information that European Investment Bank
has authorised to be published concerning the programme. Any information not contained herein must not be
relied upon as having been authorised by European Investment Bank, the Arrangers or any relevant dealer.
This document does not constitute an offer of, or an invitation to purchase, any bonds.
In connection with any issue of bonds, the relevant dealer or dealers (if any) named as the stabilising
manager(s) (or any person acting on behalf of any stabilising manager(s)) in the applicable final terms, may
over-allot bonds or effect transactions with a view to supporting the market price of the bonds at a level
higher than that which might otherwise prevail. There is, however, no assurance that the stabilising
manager(s) (or any person acting on behalf of any stabilising manager(s)) will undertake stabilisation action.
Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the
offer of the relevant tranche of bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the relevant tranche of bonds and 60 days after the date
of the allotment of the relevant tranche of bonds. Any stabilisation action or over-allotment must be conducted
by the relevant stabilising manager(s) (or any person acting on behalf of any stabilising manager(s)) in
accordance with all applicable laws and rules.
The terms and conditions set out in this offering circular apply to any issue of bonds on or after the date of
this offering circular unless the relevant final terms specify that the terms and conditions set out in another
offering circular apply to such issue. This offering circular was last revised on the date appearing on the cover
and speaks as of that date only.

3

DOCUMENTS INCORPORATED BY REFERENCE
The information contained in the following documents shall be deemed to be incorporated by reference in,
and to form part of, this offering circular and purchasers of the bonds shall be deemed to have notice thereof
as if all such information were set out in full in this offering circular:
(1) the most recent annual audited financial statements of EIB (as set out in the annual Financial Report of
EIB and as published on its website from time to time); and
(2) all amendments and supplements to this offering circular prepared from time to time by EIB,
save that any statement contained herein or in a document all or a relevant portion of which is incorporated by
reference herein shall be deemed to be modified or superseded for the purposes of this offering circular to the
extent that a statement contained in any subsequent document modifies or supersedes such earlier statement.
References to this "offering circular" shall be taken to mean this document and all the documents from time to
time incorporated by reference herein and forming part thereof.
Copies of any documents incorporated by reference herein may be obtained from the specified office of the
Paying Agent in Luxembourg during normal business hours so long as any of the bonds are outstanding and
will be available for viewing in electronic form on the website of EIB (www.eib.org).

4

SUMMARY DESCRIPTION OF THE PROGRAMME
The following is a summary only. For full details, refer to the appropriate section elsewhere in this document.
Bonds may be issued on terms that are different from those appearing in this document. If so, the relevant
terms will be specified in the final terms relating to those bonds.
Issuer:
EIB
Arrangers:
Deutsche Bank AG, London Branch and Goldman Sachs
International.
Agents:
Citibank, N.A., London Branch is the Fiscal Agent, principal
Paying Agent, Registrar, Exchange Agent, Transfer Agent and
Calculation Agent under the programme. Other agents are listed at
the end of this offering circular.
Dealers:
The relevant dealers appointed in relation to each issue of bonds
will be identified in the relevant final terms.
Method of issue:
Bonds may be issued on a multi-dealer ("syndicated") or single-
dealer ("non-syndicated") basis.
Further issues:
If an issue is intended to be consolidated and form a single series
with an existing issue, its terms will be identical to the terms of
that existing issue save, inter alia, in respect of the principal
amount, issue date, first interest payment date (if any), accrued
interest (if any) and issue price.
Issue price:
Bonds may be issued at their principal amount or at a discount or
premium to their principal amount. Partly-paid bonds may be
issued, the issue price of which will be payable in two or more
instalments.
Form of bonds:
Bonds may be issued in the following forms:

(i) bearer

(ii) registered

(iii) bearer exchangeable for registered.

Each tranche of bearer bonds and exchangeable bearer bonds
issued in CGN form will be represented on issue by a temporary
global bond if definitive bonds are to be made available to
Holders following the expiry of 40 days after their issue date,
otherwise such tranche will be represented by a permanent global
bond.

Each tranche of bearer bonds issued in NGN form will be
represented by a permanent global bond.

Registered bonds will be represented by certificates, one
certificate being issued in respect of each Holder's entire holding
of registered bonds of one series. Each tranche of registered bonds
will be represented on issue by a global certificate (the "Global
Certificate").

5

Clearing systems:
Bearer bonds issued in CGN form may be initially delivered to a
Common Depositary for Euroclear and Clearstream, Luxembourg,
or any other relevant clearing system agreed by EIB, the relevant
dealer and the Fiscal Agent. Registered bonds not held under the
NSS may be initially delivered to a Common Depositary for
Euroclear and Clearstream, Luxembourg and registered in the
name of a nominee (and, if applicable, held by a custodian) for
Euroclear and Clearstream, Luxembourg or any other relevant
clearing system agreed by EIB, the relevant dealer and the Fiscal
Agent.
Bearer bonds issued in NGN form may be initially delivered to a
Common Safekeeper for Euroclear and Clearstream, Luxembourg
or to any other agreed clearing system authorised to hold the
relevant bonds as eligible collateral for Eurosystem monetary
policy and intra-day credit operations. Registered bonds held
under the NSS may be initially delivered to and registered in the
name of a Common Safekeeper for Euroclear and Clearstream,
Luxembourg or to any other agreed clearing system authorised to
hold the relevant bonds as eligible collateral for Eurosystem
monetary policy and intra-day credit operations.
Currencies:
Any currency (subject to compliance with relevant laws).
Maturities:
Any maturity (subject to compliance with relevant laws).
Denominations:
As specified in the relevant final terms.
Redemption:
Principal may be repaid in a single payment at maturity, or by
instalments.
Optional redemption:
Each final terms will state whether the relevant bonds may be
redeemed prior to their stated maturity at the option of EIB (either
in whole or in part) and/or the Holders, and if so the terms
applicable to such redemption.
Purchase of bonds by EIB:
EIB may at any time purchase bonds in the open market or
otherwise at any price. Any bonds so purchased may be held, sold
or cancelled at EIB's discretion.
Status of bonds:
Senior unsecured. See "Terms and Conditions of the Bonds -
Status".
Negative pledge:
None.
Cross-default:
Bonds will be issued with the benefit of EIB's standard cross-
default clause. See "Terms and Conditions of the Bonds - Events
of Default".
Governing law:
English law, Luxembourg law or another governing law as
specified in the relevant final terms.
Listing and Admission to Trading:
Application has been made to the Luxembourg Stock Exchange
for bonds issued under the programme to be admitted to the
Official List and to be admitted to trading on the Luxembourg
Stock Exchange's regulated market. Unlisted bonds and bonds

6

listed on the regulated markets of other stock exchanges may also
be issued.
Redenomination:
Bonds denominated in a currency that may be converted into euro
may be subject to special provisions relating to redenomination,
renominalisation and/or consolidation with other bonds
denominated in euro, if specified in the relevant final terms.
Selling Restrictions:
There are restrictions on the sale of bonds and the distribution of
offering material in various jurisdictions. See "Subscription and
sale".

7

RISK FACTORS
This section does not describe all the risks of an investment in bonds issued under the programme.
Prospective purchasers should consult their own professional advisers about the risks associated with
investment in a particular series of bonds and the suitability of investing in those bonds in the light of their
particular circumstances.
General risk factors
Secondary market prices of bonds are affected by many factors, including prevailing interest rates and
expectations thereof. Bonds - especially long-dated bonds - may therefore trade periodically at prices below
their issue prices, implying a loss for bondholders who dispose of bonds prior to their stated maturity. In
addition, bondholders may find it difficult to sell bonds prior to their stated maturity at a price that reflects
the bondholder's opinion of the "fair value" of the bonds. They may find that no dealer, or only the dealer
from whom they originally bought the bonds, is prepared to quote a price to buy bonds in the secondary
market. This is likely to be the case to a greater extent for structured bonds and for bonds with a relatively
small aggregate outstanding amount.
Risk factors relating to structured bonds
Structured bonds are bonds in relation to which principal and/or interest is linked to exchange rates,
commodity prices, interest rates, credit events or other assets, indices, formulae or events or which may, in
certain circumstances, be redeemed early either at the option of EIB or as a result of the occurrence of a
specified trigger event which may be further specified in the final terms.
An investment in structured bonds may entail significant risks not associated with similar investments in
conventional debt securities, including the risks that the resulting interest rate will be less than that payable on
a conventional debt security at the same time and/or that an investor could lose all or a substantial portion of
the principal amount of its investment.
Historical values should not be taken as an indication of future values.

8

TERMS AND CONDITIONS OF THE BONDS
The following are the terms and conditions (the "Conditions") that, as modified and/or supplemented by the
relevant final terms, shall be applicable to the bonds in definitive form (if any) issued in exchange for the
global bond(s) or collective bond representing them. The full text of the terms and conditions of any series of
bonds will be endorsed on the relevant definitive bonds or certificates. References in these Conditions to
"Bonds" are to bonds of one series only, not to all bonds that may be issued under the programme.
While Bonds are in global form, these Conditions are supplemented and, to the extent inconsistent with,
varied by other provisions. See "Summary of provisions relating to the bonds while in global form".
Where information is stated to be "specified", it will be specified in the final terms relating to the Bonds.
Capitalised terms which are not defined within the text are defined in Condition 19 or will be defined in the
final terms.
1
Agency Agreement and Agents
The Bonds are issued pursuant to the Agency Agreement between European Investment Bank ("EIB") as
issuer and Citibank, N.A., London Branch as Fiscal Agent, principal Paying Agent, Registrar, Transfer Agent,
Exchange Agent and Calculation Agent and Banque Internationale à Luxembourg S.A. as Paying Agent,
Listing Agent and Transfer Agent. Bondholders are deemed to have notice of all of the provisions of the
Agency Agreement.
If the final terms state that the Bonds are governed by English law, then the Bonds are issued additionally
with the benefit of the Deed of Covenant executed by EIB.
The final terms will specify the identities of the agents appointed in relation to the Bonds, and the office(s)
out of which they are acting for that purpose. In the case of Bearer Bonds, this will include the Fiscal Agent
and principal Paying Agent and may include one or more additional Paying Agents. In the case of Registered
Bonds, this will include the Fiscal Agent and the Registrar and may include one or more Transfer Agents and
an Exchange Agent. Unless otherwise specified, the Fiscal Agent will also act as Calculation Agent. In these
Conditions, the term "Paying Agent" shall include the Fiscal Agent and the principal Paying Agent.
The Fiscal Agent, the Paying Agents, the Registrar, the Transfer Agents, the Exchange Agent and the
Calculation Agent act solely as agents of EIB and do not assume any obligation or relationship of agency or
trust for or with any Bondholder or Couponholder. EIB reserves the right at any time to vary or terminate the
appointment of any agent and to appoint additional or other agents, provided that EIB shall at all times
maintain a Fiscal Agent, a Registrar (in relation to Registered Bonds), one or more Calculation Agents where
these Conditions so require and such other agents as may be required by the rules of any stock exchange on
which the Bonds may be listed. Notice of any change in the identity or the specified office of any agent will
promptly be given to Bondholders.
2
Form, Denomination and Title
The Bonds are issued either as Bearer Bonds or as Registered Bonds. Exchangeable Bearer Bonds may, as so
specified, be exchanged for an equivalent principal amount of Registered Bonds. Bonds will be issued in the
denomination(s) specified. When used below, the expression "Bearer Bonds" includes Exchangeable Bearer
Bonds.

9

Bearer Bonds are serially numbered and, if they bear interest, are issued with Coupons and, if necessary,
Talons, attached. Bearer Bonds that are redeemable in instalments of principal are issued with Receipts
attached.
Certificates shall be issued to Holders of Registered Bonds. Title to Bearer Bonds, Coupons and Talons shall
pass by delivery. Title to Registered Bonds shall pass by registration in the Register. Each Receipt is to be
detached from its Bond only by a Paying Agent when the relevant instalment of principal is paid, to show that
the Holder of the Bond has received that instalment of principal. A Receipt is not a bearer instrument and title
to it cannot pass separately from the Bond to which it is attached on issue. If detached from the relevant Bond
it is, therefore, of no effect.
The Holder of any Bond, Coupon or Talon shall be deemed to be its absolute owner for all purposes,
regardless of any notice of trust or joint ownership, any writing on it (or on the Certificate representing it) or
its theft or loss (or that of the related Certificate).
Bearer Bonds, once issued in definitive form in one denomination, may not be exchanged for Bearer Bonds of
another denomination.
3
Provisions relating to Registered Bonds
(a)
Exchange of Exchangeable Bearer Bonds
Subject as provided in paragraph (f) below, Exchangeable Bearer Bonds may be exchanged for the
same aggregate principal amount of Registered Bonds at the request in writing of the relevant
Bondholder. The Bondholder must surrender each Exchangeable Bearer Bond to be exchanged,
together with all unmatured Coupons and Talons relating to it, at the specified office of a Transfer
Agent. In this context an "unmatured" Coupon is one in relation to which the Record Date has not yet
occurred.
(b)
Transfer of Registered Bonds
Registered Bonds may be transferred upon the surrender (at the specified office of the Registrar or a
Transfer Agent) of the Certificate representing such Registered Bonds, together with the form of
transfer endorsed on such Certificate duly completed and executed and any other evidence that the
Registrar or Transfer Agent may reasonably require. In the case of a transfer of part only of a holding
of Registered Bonds represented by one Certificate, the existing Certificate shall be cancelled and two
new Certificates shall be issued: one to the transferee, in respect of the Bonds transferred, and one to
the transferor, in respect of the Bonds not transferred.
(c)
Exercise of options in respect of, or partial redemption of, Registered Bonds
In the case of an exercise of EIB's or a Bondholder's option in respect of, or a partial redemption of, a
holding of Registered Bonds represented by a single Certificate, a new Certificate shall be issued to the
Holder to reflect the exercise of such option or in respect of the balance of the holding not redeemed.
In the case of a partial exercise of an option resulting in Registered Bonds of the same holding having
different terms, separate Certificates shall be issued in respect of those Bonds of that holding that have
the same terms. New Certificates shall only be issued against surrender of the existing Certificates to
the Registrar or a Transfer Agent. In the case of a transfer of Registered Bonds to a person who is
already a Holder of Registered Bonds, a new Certificate representing the enlarged holding shall only
be issued against surrender of the Certificate representing the existing holding.

10